Bread Financial clears way for Comenity bank merger
Bread Financial adjusts its $700 million revolving credit facility to allow an internal bank merger that is not expected to materially affect its consolidated financials.
Rhea-AI Filing Summary
Bread Financial Holdings, Inc. (BFH) reports that it has received all required regulatory approvals to merge Comenity Bank with and into Comenity Capital Bank, with Comenity Capital Bank as the surviving entity. The company currently expects to complete this Bank Merger on or around October 1, 2026, subject to expiration of applicable waiting periods and remaining customary conditions.
The Bank Merger is stated as not expected to have a significant impact on BFH’s consolidated financial position, results of operations, or liquidity. In connection with the merger, BFH entered into Amendment No. 2 to its Credit Agreement, which principally provides an exception to certain covenants so the Bank Merger is permitted, while keeping the core terms of the company’s $700 million senior unsecured revolving credit facility unchanged.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revolving Credit Facility Size: $700 million
Regulatory approval date: July 31, 2026
Expected Bank Merger consummation: On or around October 1, 2026
+2 more
5 metrics
Revolving Credit Facility Size
$700 million
Senior unsecured revolving credit facility governed by the Credit Agreement
Regulatory approval date
July 31, 2026
Date all required approvals for the Bank Merger were received
Expected Bank Merger consummation
On or around October 1, 2026
Target timing to complete the merger of Comenity Bank into Comenity Capital Bank
Amendment date
September 3, 2026
Date BFH executed Amendment No. 2 to the Credit Agreement
Original Credit Agreement date
June 7, 2023
Date the Existing Credit Agreement was originally entered into
Key Terms
Bank Merger, senior unsecured revolving credit facility, regulatory approvals, covenants, +1 more
5 terms
Bank Merger regulatory
"approval to merge Comenity Bank with and into Comenity Capital Bank"
senior unsecured revolving credit facility financial
"the Company’s $700 million senior unsecured revolving credit facility"
A senior unsecured revolving credit facility is a bank loan line that a company can draw, repay and redraw up to an agreed limit, similar to a company credit card. It is “senior” because lenders are paid before other creditors if the company fails, and “unsecured” because it isn’t backed by specific assets; investors watch it for signals about a company’s short-term cash flexibility, borrowing cost and financial risk.
regulatory approvals regulatory
"The Company received all required regulatory approvals for the Bank Merger"
Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.
covenants financial
"to permit the Bank Merger as an exception to certain covenants"
Covenants are rules written into loan or bond contracts that require a company to do or avoid certain things—like keeping debt below a set level or not selling key assets. They matter to investors because they protect lenders and influence a company’s flexibility: tight covenants can limit growth plans but lower default risk, while loose covenants give freedom but increase credit risk, similar to how household rules affect a family’s budget choices.
Administrative Agent financial
"JPMorgan Chase Bank, N.A., as Administrative Agent"
An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.
FAQ
What transaction did BFH announce in this Form 8-K?
BFH announced it plans to complete a Bank Merger in which Comenity Bank will merge into Comenity Capital Bank, with Comenity Capital Bank as the surviving entity, after receiving all required regulatory approvals.
When does BFH (BFH) expect to consummate the Bank Merger?
BFH currently expects to consummate the Bank Merger on or around October 1, 2026, subject to expiration of any applicable waiting periods and satisfaction of remaining customary conditions.
What regulatory milestone has BFH (BFH) achieved for the Bank Merger?
BFH received all required regulatory approvals for the Bank Merger on July 31, 2026 from the Federal Deposit Insurance Corporation and applicable state banking regulators.
How does BFH expect the Bank Merger to affect its financials?
BFH states that the Bank Merger is not expected to have a significant impact on its consolidated financial position, results of operations, or liquidity.
What change did BFH (BFH) make to its credit agreement?
On September 3, 2026, BFH entered into Amendment No. 2 to its Credit Agreement primarily to permit the Bank Merger as an exception to certain covenants, while leaving the core terms of the revolving facility otherwise unchanged.
What is the size and nature of BFH’s revolving credit facility affected by the amendment?
The Credit Agreement governs BFH’s $700 million senior unsecured revolving credit facility. The amendment principally adds an exception to certain covenants to permit the Bank Merger; otherwise, the facility’s terms remain the same.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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(614 ) 729-4000
(Registrant’s Telephone Number, including Area Code)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 17, 2025, Bread Financial Holdings, Inc. (the “Company”) filed applications with the Federal Deposit Insurance Corporation and applicable state banking regulators for approval to merge Comenity Bank with and into Comenity Capital Bank, with Comenity Capital Bank as the surviving entity (the “Bank Merger”). The Company received all required regulatory approvals for the Bank Merger on July 31, 2026 and currently expects to consummate the Bank Merger on or around October 1, 2026, subject to the expiration of any applicable waiting periods and the satisfaction of any remaining customary conditions. The Bank Merger is not expected to have a significant impact on the Company’s consolidated financial position, results of operations, or liquidity.
In connection with the Bank Merger, on September 3, 2026, the Company as the borrower and certain of the Company’s subsidiaries entered into an Amendment No. 2 to Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, the lenders party thereto and the other parties party thereto (the “Amendment”), which amended that certain Credit Agreement, dated as of June 7, 2023, among the Company, certain of the Company’s subsidiaries, as guarantors, JPMorgan and the other lenders party thereto (as amended, supplemented or otherwise modified prior to the Amendment, the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”).
The Credit Agreement continues to govern the Company’s $700 million senior unsecured revolving credit facility (the “Revolving Credit Facility”). The Amendment modifies the Existing Credit Agreement principally to permit the Bank Merger as an exception to certain covenants
applicable to the Revolving Credit Facility. Except as expressly set forth in the Amendment, the terms governing the Revolving Credit Facility remain the same.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |||||||
10.1* | Amendment No. 2 to Credit Agreement, dated as of September 3, 2026, by and among Bread Financial Holdings, Inc., as borrower, and certain of its subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and various other lenders. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
*Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Bread Financial Holdings, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or similar attachment upon request by the U.S. Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bread Financial Holdings, Inc. | ||||||||
| Date: September 8, 2026 | By: | /s/ Thomas J. McGuire | ||||||
| Thomas J. McGuire Senior Vice President & Treasurer | ||||||||